SECURITY AND INTERCREDITOR AGREEMENT

THIS SECURITY AND INTERCREDITOR AGREEMENT (this “Security Agreement”), dated April ___, 2009, by and among MIMEDX, INC., a corporation under the laws of the state of Florida (“Grantor”), in favor of each holder of the 3% Convertible Secured Promissory Notes issued by MiMedx Group, Inc. (individually a “Holder” and collectively the “Holders”).

WHEREAS, in connection with certain 3% Convertible Secured Promissory Notes, issued pursuant to the Subscription Agreements (defined below), executed and delivered by MiMedx Group, Inc., a corporation under the laws of the State of Florida, the “Borrower”), payable to the order of each of the Holders, Borrower is required to have executed and delivered this Security Agreement encumbering all of the tangible and intangible assets of Grantor with the exception of the membership interests held by Grantor in SpineMedica, LLC, a wholly-owned subsidiary of Grantor, in favor of the Holders; and

WHEREAS, Grantor has determined that the Notes shall inure to the benefit of Grantor and that it is in its best interest to execute this Security Agreement;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows:

1.              Defined Terms .  The following terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

“Borrower” shall have the meaning set forth in the Recitals above.

“Collateral" shall have the meaning set forth in Section 2 hereof.

“Collateral Agent" shall have the meaning set forth in Section 5(h) hereof.

“Event of Default" shall have the meaning given to it in the Notes.

“Holder” or “Holders” shall have the meaning set forth in the heading to this Security Agreement.

“Majority In Interest” means, at any time, Holders holding more than fifty percent (50%) of the outstanding principal amount of the Notes at such time.

“Notes” means those certain 3% Convertible Secured Promissory Notes, issued pursuant to the Subscription Agreements, executed and delivered by MiMedx Group, Inc., payable to the order of each of the Holders.

"Permitted Dispositions” means (i) transfers in the ordinary course of business,  including, without limitation, sales of inventory and products made for sale, fixtures, furniture, and  transfers of worn out, obsolete or surplus equipment; and (ii) any and all licenses of intellectual property from the Grantor to third parties.

"Permitted Liens" means:

(a)  Liens consisting of any license or sublicense of intellectual property and any interest of a licensor under any such license or sublicense;

(b)  Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a Holder depository institution; and

(c)  Liens arising from any Permitted Senior Indebtedness.

“Permitted Senior Indebtedness” means any bank debt not to exceed $5,000,000, hereafter incurred by the Grantor or its affiliates.

“Pro Rata Share” shall have the meaning set forth in Section 5 (e) hereof.

"Secured Obligations" means all indebtedness, liabilities and obligations of Grantor to Holders, whether now existing or hereafter incurred, pursuant to the Notes.

“Subscription Agreements” means the Subscription Agreements for 3% Convertible Senior Secured Promissory Notes between each Holder and the Borrower, pursuant to which the Notes were issued.

"UCC" means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Florida; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Holder’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Florida, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection of priority and for purposes of definitions related to such provisions.

2.              Grant of Security Interest .  As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all the Secured Obligations and in order to induce the Borrower and Holders to cause the Notes to be issued, Grantor hereby grants to Holders, a security interest, subject to the subordination provisions set forth in Section 5 herein, in all tangible and intangible assets of Grantor, now or hereafter owned or acquired by Grantor or in which Grantor now has or hereafter has or acquires any rights, and wherever located, with the exception of the  membership interest held by Grantor in SpineMedica, LLC, its wholly-owned subsidiary (the “Collateral”).  The Collateral shall include, but not be limited to, Grantor’s accounts, inventory, chattel paper, contract rights; documents; equipment; fixtures; instruments; supporting obligations and letter-of-credit rights; general intangibles; intellectual property; investment property; goods; commercial tort claims; all money, cash, cash equivalents and securities of any kind of Grantor; all of the Grantor’s deposit accounts and payment accounts; and shall also include:

(i)             all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property and general intangibles at any time evidencing or relating to any of the foregoing; and

(ii)            all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing.

(iii)           to the extent not otherwise included, all proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of the Collateral.

Notwithstanding the foregoing, "Collateral" shall not include any contract which prohibits the granting of a security interest in such contract or any asset leased by Grantor.

3.               Perfection and Protection of Security Interest .

(a)             Perfection of Security Interest.   Grantor shall, at its expense, perform all steps requested by the  Collateral Agent at any time to perfect, maintain, protect, and enforce the Holders’ Liens, including:  (i) executing, delivering and/or filing of financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Holders; (ii) when an Event of Default has occurred and is continuing, if requested by the Collateral Agent, transferring the Collateral to warehouses or other locations designated by the Collateral Agent; (iii) placing notations on Grantor’s books of account to disclose the Holders’ security interest; and (iv) taking such other steps as are deemed necessary or desirable by the Collateral Agent to maintain and protect the Holders’ Liens.

(b)             Financing Statements.   Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all of the assets of Grantor or words of similar effect (excepting only the membership interests of SpineMedica held by Grantor), regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or the Uniform Commercial Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Florida for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates.  Any such filing, and any amendment, continuation or termination with respect thereto, shall be made only with the approval of the Majority In Interest for and on behalf of all of the Holders. Grantor agrees to furnish any such information to the Holders promptly upon request.  Grantor agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.

(c)             Confirmation.   From time to time, Grantor shall, upon the Collateral Agent’s request, execute and deliver confirmatory written instruments pledging to the Holders the Collateral, but Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Holders in and to the Collateral with respect to Grantor.  Until all Secured Obligations have been fully satisfied, the Holders’ Liens shall continue in full force and effect in all Collateral.

4.               Power of Attorney .  Subject to compliance with Section 5(b) hereof, Grantor hereby appoints the Collateral Agent and any other designees appointed by the Collateral Agent from time to time, as the Grantor’s attorney-in-fact, with power:  (a) to endorse the Grantor’s name on any checks, notes, acceptances, money orders, or other forms of payment o